AIxCrypto Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on our management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, each of the individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective based on those criteria due to material weaknesses in our internal control over financial reporting described below. 65 Material Weakness in Internal Control over Financial Reporting During the year ended December 31, 2024 audit, we identified the lack of sufficient number of personnel within the accounting function to adequately segregate duties, the Company did not have a designed and implemented effective Information Technology General Controls (“ITGC”) related to access controls to financial accounting system, and the Company did not have formalized documentation of its processes and controls that could be evaluated for proper design and implementation. We lack the resources to employ additional personnel to help mitigate these material weaknesses and we foresee that these material weaknesses will not be remediated until we receive additional funding to support our accounting department. We cannot assure you that these or other measures will fully remediate the material weakness in a timely manner. Notwithstanding the identified material weakness, our management believes that the consolidated financial statements included in this report fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP. Changes in Internal Control over Financial Reporting Other than with respect to the remediation efforts discussed above, there was no change in our internal control over financial reporting that occurred during the fourth quarter of 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the year ended December 31, 2024, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. The Company has adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities by directors, officers and employees, or the registrant itself, that have been designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq’s listing standards. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 66 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Set forth below is a list of the names, ages and positions of our executive officers and directors as of June 30, 2025: Name Position(s) Age Director Since Kevin Richardson II (1) Interim Chief Executive Officer and Chief Financial Officer and Director 57 2024 Campbell Becher (2) President and Director 53 2024 Braeden Lichti# (3) Independent Director 40 2024 Robert B. Lim (4) *#† Independent Director 32 2024 Cody Price (5) *#† Independent Director 46 2024 Graydon Bensler (6) * Independent Director 33 2024 * Audit Committee Member # Compensation Committee Member † Nominating and Corporate Governance Member (1) On September 23, 2024, Mr. Michael Poirier resigned from his position as Chief Executive Officer and Chairman of the Board and Mr. Christopher Lotz resigned from his position as Chief Financial Officer of the Company. On September 25, 2024, the Board appointed Kevin Richardson II as the Interim Chief Executive Officer and Interim Chief Financial Officer. The resignations of Mr. Poirier and Mr. Lotz were attributed to disagreements with the Company regarding its future direction and strategic initiatives. (2) On February 25, 2024, Dr. Tariq Arshad resigned from his position as the Senior Vice President/Chief Medical Officer of the Company. On July 5, 2024, Dr. Richard David resigned from his position as a member of the Board. On July 5, 2024, the Board appointed Campbell Becher as a member of the Board and on September 25, 2024, the Board appointed Campbell Becher as President of the Company. (3) On October 3, 2024, Mr. Matt Korenberg resigned from his position as an independent member and Chairman of the Audit Committee of the Board. On October 8, 2024, the Board appointed Mr. Braeden Lichti as an independent member of the Board. (4) On July 5, 2024, Mr. Sidney Emery resigned from his position as a member of the Board and the Board appointed Mr. Robert Lim as a member of the Board. On June 20, 2025, the Board appointed Mr. Robert Lim as the chairman of the audit committee. (5) On July 5, 2024, Mr. Kurt Kruger and Mr. Ira Ritter resigned from their position as a member of the Board and the Board appointed Cody Price as a member of the Board. (6) On November 13, 2024, the Board appointed Mr. Graydon Bensler as an independent member of the Board. A brief description of the background and business experience of our executive officers and directors for the past five years is as follows: Kevin Richardson II . Mr. Richardson joined Sanuwave as chairman of the board of directors in August 2005 until August 2022. Mr. Richardson served as CEO from October 2013 through May 2023, and Chief Strategic officer May 2023- May 2024. He currently serves as an advisor for ProDev Labs. In 2003, he founded Prides Capital LLC and Prides Capital Partners LLC, where he is managing director of the $700 million assets under management investment firm. From 1999 to 2003, Mr. Richardson was a partner at Blum Capital Partners, a $2.5 billion investment firm, where he was the lead public partner on 18 investments. Prior to Blum Capital, he worked with Tudor Investment Corporation and Fidelity Management and Research, where he managed funds in aerospace and defense and performed research in a variety of technical, financial, healthcare, and IT industries. Mr. Richardson is also on the boards of publicly traded multichannel distributor As Seen On TV, Inc. and E-Diets, and travel technology company, Pegasus Solutions. Previously, he served on the boards of Healthtronics and QC Holdings. Mr. Richardson received an undergraduate degree from Babson College and an MBA from Kenan-Flagler Business School at the University of North Carolina. Mr. Richardson’s extensive experience in leading strategic and turnaround efforts in various small cap companies contributed to our board of directors’ conclusion that he should serve as a director of our company. Campbell Becher . Mr. Becher is the Chief Executive Officer of IberAmerican Lithium, and has held that position since September 2023. Mr. Becher has also been president or Orchid Capital Partners Corp. since 2014, and has over 20 years of experience in investment banking, including the founding of Byron Capital Markets, an investment bank focused on the electric metals sector. Mr. Becher served as Byron’s CEO from 2008 to 2014 and led its sponsorship of the Electric Metals Conference for several years as well as sponsoring the Industrial Minerals World Lithium Conference. Mr. Becher currently serves as a board member at Royal Helium Ltd. and Strategic Minerals Europe Corp. and previously served as a Managing Director at Haywood Securities Inc. Mr. Becher’s extensive investment banking background and executive leadership experience contributed to our board of directors’ conclusion that he should serve as a director of our company. 67 Braeden Lichti . Braeden Lichti is the founder and Chief Executive Officer of BWL Investments Ltd., a privately held holding corporation he established in 2016, and NorthStrive Companies, Inc., a U.S. based investment and advisory services company he founded in 2021. Mr. Lichti also serves as Chairman of PMGC Holdings Inc., a leading holding company leveraging strategic acquisitions, capital deployment and asset optimization to drive long-term growth and Hydromer, Inc., a global leader in surface modification and coating solutions, focusing on hydrophilic, thromboresistant and antimicrobial coatings for medical devices and various industrial applications. Established in 1980 and headquartered in Concord, North Carolina, Hydromer offers a wide range of services, including polymer research and development, contract coating and specialized analytical testing. Mr. Lichti co-founded PMGC Holdings Inc. in 2020 and has served as its advisor and has been a principal stockholder since its formation. He has remained the largest stockholder through companies he controls and recently assumed the role of Chairman in 2024. We believe that Mr. Lichti’s extensive experience as a director and advisor to multiple publicly traded companies and his significant executive experience and his having served as Chairman for similarly situated companies makes him a qualified director for our Company. Robert B. Lim . Mr. Lim is a business forward lawyer based in Vancouver, British Columbia who primarily practices in corporate commercial law and litigation. Mr. Lim co-founded De Novo Law Corporation in March 2023 after winding down his solo practice with Robert Bradley Lim Law Corporation in February 2023. Before being called to the bar as a lawyer, Mr. Lim worked at the University of British Columbia’s Sauder School of Business as a graduate academic assistant, and Winright Law Corporation, first as a legal assistant in 2020 and then later as an articling student/lawyer in 2021. Prior to his legal career, Mr. Lim came from a marketing background, working as a marketing coordinator for NEXT Environmental in 2018, and operated his own digital marketing agency where he provided digital advertising and marketing services to clients throughout British Columbia from 2017 – 2019. Mr. Lim has also served on the board of directors of Aerwins Technologies Inc. (AWIN) as an independent director from July 2023 – July 2024. Mr. Lim’s expertise in corporate law contributed to our board of directors’ conclusion that he should serve as a director of our company. Cody Price . Mr. Price is the President and Chief Executive Officer of True North Alliance, and has held that position since 2017. Mr. Price is an esteemed Compliance Management Professional, recognized for his comprehensive expertise in regulatory compliance, internal auditing, and risk management. Currently serving as a Contract Compliance Manager in Sacramento, California, Mr. Price demonstrates exceptional proficiency in managing compliance operations across multiple entities. In his present capacity, he oversees compliance functions for a wide array of distributors, processors, cultivators, and manufacturers, ensuring strict adherence to county and state licensing requirements, auditing protocols, and regulatory affairs. His responsibilities span nine companies, underscoring his adeptness in handling intricate compliance challenges within highly regulated sectors. With 19 years of extensive experience, he consistently ensures that businesses maintain full compliance and operational efficiency, fostering their growth and success. Mr. Price’s meticulous attention to detail, deep regulatory knowledge, and exemplary leadership skills contributed to our board of directors’ conclusion that he should serve as a director of our company. Graydon Bensler . Mr. Bensler is currently serving as the Chief Executive Officer, Chief Financial Officer and a director of PMGC Holdings Inc., a leading holding company leveraging strategic acquisitions, capital deployment and asset optimization to drive long-term growth since 2020 and 2024, respectively. Mr. Bensler is a financial professional and analyst with over seven years of experience in financial consulting and management for both private businesses and US/Canadian publicly traded companies and is a CFA Charterholder (CFA) In 2017, Mr. Bensler Co-founded an Ed Tech curriculum management and scheduling company that was implanted in academic schools in Canada and the United States. From 2017 to 2019, Mr. Bensler was an account manager at a leading Canadian investor relations firm where he represented publicly traded companies across a wide range of sectors where he worked directly with investment banks, investment brokers and company executives and directors. During his tenure, Mr. Bensler created and conveyed messaging about his clients’ strategic position in the market and successfully guided several companies through multiple financings. From 2019 to 2021, Mr. Bensler was a Senior Associate at Evans & Evans, a Canadian boutique investment banking firm where he led valuations and going public transactions for Canadian and United States companies. In this capacity, Mr. Bensler gained strong knowledge of the capital markets, public company compliance requirements, and regularly interfaced with regulators, auditors, board and executive management. Mr. Bensler was also a director of publicly traded Health Logic Interactive Inc. (TSXv: CHIP) from 2020 to 2024. Mr. Bensler received his Bachelor of Management and Organizational Studies degree from the University of Western Ontario, with specialization in Finance, and is a CFA Charterholder. We believe that Mr. Bensler’s extensive experience as a finance executive and his familiarity with both the banking and the financial consulting sectors and his having served as an account manager for similarly situated companies makes him a qualified director for our Company. Term of Office Our Board currently consists of six members. Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until their resignation or removal in accordance with our amended and restated bylaws. Our officers are appointed by our Board and hold office until removed by the Board. Our amended and restated bylaws provide that the authorized number of directors comprising our Board will be fixed, from time to time, by a majority of the total number of directors. 68 Family Relationships There are no family relationships among any of our directors or executive officers. There is no arrangement or understanding between any director and any other person pursuant to which the director was selected. Involvement in Legal Proceedings To our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation of the ability of our directors or executive officers. Code of Business Conduct and Ethics Our Board has adopted a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The Investor Relations section of our website, which is located at www.qlgntx.com , displays a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code. Insider Trading Policy All officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries are subject to our Insider Trading Policy. The Insider Trading Policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in the trading of our securities. To ensure compliance with the Insider Trading Policy and applicable federal and state securities laws, all officers, directors and employees of, and consultants and contractors to, us or any of our subsidiaries must refrain from the sale or purchase of our securities except in specific designated trading windows or pursuant to 10b5-1 trading plans that were preapproved. Even during a trading window period, certain insiders, including our named executive officers and directors, must comply with our designated pre-clearance policy prior to trading in our securities. Director Independence and Board Committees An “independent director” is defined generally as a director that is not an officer or employee of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Braeden Lichti, Robert Lim, Cody Price and Graydon Bensler serve as members of our Board. Our Board has determined that Braeden Lichti, Robert Lim, Cody Price and Graydon Bensler are “independent directors” as defined in the listing rules of Nasdaq and under Rule 10-A-3(b)(1) of the Exchange Act and applicable SEC rules. Audit Committee . We currently have a standing Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent and financially literate, and one member of the Audit Committee must qualify as an “audit committee financial expert” as defined in applicable SEC rules. Messrs. Graydon Bensler, Robert Lim and Cody Price serve as members of our Audit Committee. Mr. Lim serves as the Audit Committee Chairman. Mr. Bensler qualifies as an “audit committee financial expert” under the SEC rules. We have adopted an Audit Committee charter, which details the purpose and principal functions of the Audit Committee, including to: ● appoint, compensate, and oversee the work of any registered public accounting firm employed by us; ● resolve any disagreements between management and the auditor regarding financial reporting; ● pre-approve all auditing and non-audit services; ● retain independent counsel, accountants, or others to advise the Audit Committee or assist in the conduct of an investigation; ● seek any information it requires from employees – all of whom are directed to cooperate with the Audit Committee’s requests – or external parties; ● meet with our officers, external auditors, or outside counsel, as necessary; and ● oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policies. 69 Compensation Committee . We have a standing Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent. Robert Lim and Cody Price serve as members of our Compensation Committee. Mr. Lim serves as the Compensation Committee Chairman. We have adopted a Compensation Committee charter, which details the purpose and responsibility of the Compensation Committee, including to: ● discharge the responsibilities of the Board relating to compensation of our directors, executive officers and key employees; ● assist the Board in establishing appropriate incentive compensation and equity-based plans and to administer such plans; ● oversee the annual process of evaluation of the performance of our management; and ● perform such other duties and responsibilities as enumerated in and consistent with the Compensation Committee’s charter. The Compensation Committee’s charter permits the committee to retain or receive advice from a compensation consultant and outlines certain requirements to ensure the consultant’s independence or certain circumstances under which the consultant need not be independent. However, as of the date hereof, we have not retained such a consultant. Nominating and Corporate Governance Committee . We have a standing Nominating and Corporate Governance Committee. Robert Lim and Cody Price serve as members of the Nominating and Corporate Governance. Mr. Price serves as the Nominating and Corporate Governance Committee Chairman. We have adopted a Nominating and Corporate Governance Committee charter, which details the purpose and responsibilities of the Nominating and Corporate Governance Committee, including to: ● assist the Board by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees for the next annual meeting of shareholders; ● lead the Board in its annual review of its performance; ● recommend director nominees to the Board for each committee of the Board; and ● develop and recommend to the Board corporate governance guidelines applicable to us. Meetings of the Board of Directors During our fiscal year ended December 31, 2024, the Board met from time to time informally and acted by written consent on numerous occasions. Involvement in Certain Legal Proceedings To our knowledge, none of our current directors or executive officers has, during the past 10 years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 70 ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Indemnification and Limitation on Liability of Directors Our amended and restated certificate of incorporation, as amended, limit the liability of our directors to the fullest extent permitted by Delaware law. Nothing contained in the provisions will be construed to deprive any director of his or her right to all defenses ordinarily available to the director nor will anything herein be construed to deprive any director of any right he or she may have for contribution from any other director or other person. At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Item 11. Executive Compensation The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during the years ended December 31, 2024 and 2023 in all capacities for the account of our principal executive officer. Name and Principal Position “Year” Salary ($) Bonus ($) Option Awards (1) ($) All Other Compensation (2) ($) Total ($) Kevin Richardson II, Interim Chief Executive Officer and Chief Financial Officer and Director (3) 2024 — — — 90,907 90,907 2023 — — — — — Michael Poirier, Former Chairman and Chief Executive Officer (4) 2024 482,063 14,635 — 14,357 511,055 2023 512,635 118,174 — 1,889 632,698 Christopher Lotz, Former Chief Financial Officer (5) 2024 257,386 8,781 — 36,202 302,369 2023 267,462 71,827 — 4,149 343,438 (1) There were no option awards granted during 2024. (2) The amounts reported in this column represent $90,907 paid by us to Mr. Richardson for services rendered under a consulting agreement, 401(k) matching contributions and life insurance premiums paid by us for Mr. Poirier and Mr. Lotz, and include $25,367 in additional compensation paid to Mr. Lotz for services rendered under a consulting agreement entered into subsequent to his September 23, 2024 termination date. (3) On September 25, 2024, the Board appointed Mr. Richardson as the Interim Chief Executive Officer and Interim Chief Financial Officer of the Company. (4) On September 23, 2024, Mr. Poirier resigned from his position as Chief Executive Officer and Chairman of the Board. The 2024 “Salary” and “Bonus” for Mr. Poirier represent amounts we paid through his September 23, 2024 termination date. (5) On September 23, 2024, Mr. Lotz resigned from his position as Chief Financial Officer of the Company. The 2024 “Salary” and “Bonus” for Mr. Lotz represent amounts we paid through his September 23, 2024 termination date. Employment Agreements Employment Agreement with Michael Poirier Mr. Poirier is party to an Executive Employment Agreement dated February 1, 2017, as amended January 9, 2018 (the “Poirier Employment Agreement”). The Poirier Employment Agreement had an initial three-year term and was automatically renewed for successive one-year periods unless either party gave notice of nonrenewal at least 90 days before the end of such a one-year period. Under the terms of the Poirier Employment Agreement, Mr. Poirier was entitled to an annual base salary of at least $315,000, was eligible to participate in the Company’s bonus plans, benefit programs and medical benefits, was eligible for certain event-based bonuses (including for “Liquidity Event” acquisition transactions), and is entitled to four weeks of vacation per year. If Mr. Poirier’s employment was terminated without Cause or he resigns for Good Reason (as such terms are defined in the Poirier Employment Agreement), and he provided a general release to the Company, he would be entitled to one year of salary continuation plus the cost of COBRA coverage continuation for such one year period. In May 2021, our board of directors and its compensation committee increased Mr. Poirier’s annual base salary to $575,000. On January 13, 2023, the Company’s board of directors, as part of certain cost-cutting measures, approved a temporary 20% reduction to the base salaries of all executive officers of the Company. Accordingly, on January 16, 2023, Mr. Poirier’s base salary was reduced to $460,000; it was subsequently restored in August 2023. On September 23, 2024, Mr. Poirier resigned from his position as Chief Executive Officer and Chairman of the Board and was paid all amounts due under his Employment Agreement. Such amounts are included in the table above. 71 Employment Agreement with Christopher Lotz Mr. Lotz is party to an Executive Employment Agreement dated February 1, 2017, as amended January 9, 2018 (the “Lotz Employment Agreement”). The Lotz Employment Agreement had an initial three-year term and was automatically renewed for successive one-year periods unless either party gave notice of nonrenewal at least 90 days before the end of such a one-year period. Under the terms of the Lotz Employment Agreement, Mr. Lotz was entitled to an annual base salary of at least $225,000, was eligible to participate in the Company’s bonus plans, benefit programs and medical benefits, was eligible for certain event-based bonuses (including for “Liquidity Event” acquisition transactions), and is entitled to four weeks of vacation per year. If Mr. Lotz’s employment is terminated without Cause or he resigns for Good Reason (as such terms are defined in the Lotz Employment Agreement), and he provides a general release to the Company, he would be entitled to 180 days of salary continuation plus the cost of COBRA coverage continuation for such 180 day period. In May 2021, our board of directors and its compensation committee increased Mr. Lotz’s annual base salary to $300,000. On January 13, 2023, the Company’s board of directors, as part of certain cost-cutting measures, approved a temporary 20% reduction to the base salaries of all executive officers of the Company. Accordingly, on January 16, 2023, Mr. Lotz’s base salary was reduced to $240,000; it was subsequently restored in August 2023. On September 23, 2024, Mr. Lotz resigned from his position as Chief Financial Officer and was paid all amounts due under his Employment Agreement. Such amounts are included in the table above. Stock Incentive Plan The material terms of our 2020 Stock Equity Incentive Plan (as amended, the “2020 Plan”) are outlined below. This summary is qualified in its entirety by reference to the complete text of the 2020 Plan, which is incorporated herein by reference. Authorized Shares . We have reserved an aggregate of 755,702 shares of our common stock for issuance under the 2020 Plan. The number of shares is subject to adjustment in the event of any recapitalization, stock split, reclassification, stock dividend or other change in our capitalization. In addition, the following shares of our common stock will be available for grant and issuance under the 2020 Plan: ● shares subject to stock options or stock appreciation rights (“SARs”), granted under the 2020 Plan that cease to be subject to the stock option or SAR for any reason other than exercise of the stock option or SAR; ● shares subject to awards granted under the 2020 Plan that are subsequently forfeited or repurchased by us at the original issue price; ● shares subject to awards granted under the 2020 Plan that otherwise terminate without shares being issued; ● shares surrendered, canceled, or exchanged for cash or a different award (or combination thereof); and ● shares subject to awards under the 2020 Plan that are used to pay the exercise price of an award or withheld to satisfy the tax withholding obligations related to any award. Plan Administration . The 2020 Plan will be administered by our Compensation Committee or by our board of directors acting in place of our Compensation Committee. Our Compensation Committee will have the authority to construe and interpret the 2020 Plan, grant awards and make all other determinations necessary or advisable for the administration of the 2020 Plan. Awards and Eligible Participants . The 2020 Plan authorizes the award of stock options, stock appreciation rights, restricted stock unit, performance awards and stock bonuses. The 2020 Plan provides for the grant of awards to our employees, directors, consultants and independent contractor service providers, subject to certain exceptions. No non-employee director may be granted awards under the 2020 Plan in any calendar year that, taken together with any cash fees paid by us to such non-employee director during such calendar year, exceed $5,000,000 (calculating the value of any award based on the grant date fair value determined in accordance with GAAP). No more than 98,000,000 shares of our common stock will be issued under the 2020 Plan pursuant to the exercise of incentive stock options. Stock Options . The 2020 Plan permits us to grant incentive stock options and non-qualified stock options. The exercise price of stock options will be determined by our Compensation Committee, and may not be less than 100% of the fair market value of our common stock on the date of grant. Our Compensation Committee has the authority to reprice any outstanding stock option (by reducing the exercise price, or canceling the stock option in exchange for cash or another equity award) under the 2020 Plan without the approval of our stockholders. Stock options may vest based on the passage of time or the achievement of performance conditions in the discretion of our compensation committee. Our Compensation Committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. The maximum term of stock options granted under the 2020 Plan is 10 years. 72 Stock Appreciation Rights . SARs provide for a payment to the holder, in cash or shares of our common stock, based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price on the date of grant, up to a maximum amount of cash or number of shares. SARs may vest based on the passage of time or the achievement of performance conditions in the discretion of our Compensation Committee. Our Compensation Committee has the authority to reprice any outstanding SAR (by reducing the exercise price, or canceling the SAR in exchange for cash or another equity award) under the 2020 Plan without the approval of our stockholders. Restricted Stock Awards . A restricted stock award represents the issuance to the holder of shares of our common stock, subject to the forfeiture of those shares in the event of failure to achieve certain performance conditions or termination of employment. The purchase price, if any, for the shares will be determined by our Compensation Committee. Unless otherwise determined by the administrator at the time of award, vesting will cease on the date the holder no longer provides services to us and unvested shares will be forfeited to us or can be repurchased by us. Restricted Stock Units . Restricted stock units (“RSUs”) represent the right on the part of the holder to receive shares of our common stock at a specified date in the future, subject to forfeiture of that right in the event of failure to achieve certain performance conditions or termination of employment. If a RSU has not been forfeited, then, on the specified date, we will deliver to the holder of the RSU shares of our common stock, cash or a combination of cash and shares of our common stock, as previously determined by the Compensation Committee at the time of the award. Performance Awards . Performance awards cover a number of shares of our common stock that may be settled upon achievement of performance conditions as provided in the 2020 Plan in cash or by issuance of the underlying common stock. These awards are subject to forfeiture before settlement in the event of failure to achieve certain performance conditions or termination of employment. Stock Bonuses . Stock bonuses may be granted as additional compensation for past or future service or performance and, therefore, no payment will be required from a participant for any shares awarded under a stock bonus. Unless otherwise determined by our Compensation Committee at the time of award, vesting will cease on the date the holder no longer provides services to us and unvested shares will be forfeited to us. Change-in-Control . If we are party to a merger or consolidation, sale of all or substantially all our assets or similar change-in-control transaction, outstanding awards, including any vesting provisions, may be assumed or substituted by the successor company. In the alternative, the successor company may issue, in place of outstanding shares held by a 2020 Plan participant, substantially similar shares or other property subject to repurchase obligations no less favorable to the participant. Outstanding awards that are not assumed, substituted or cashed out will accelerate in full and expire immediately before the transaction, and awards will be exercisable for a period of time determined by the administrator. Amendment; Termination . The 2020 Plan will terminate 10 years from April 8, 2020, unless it is terminated earlier by our board of directors. Our board of directors may amend, suspend or terminate the 2020 Plan at any time, subject to compliance with applicable law. Federal Income Tax Summary . The following is a brief summary of the principal federal income tax consequences to us and to an eligible person (who is a citizen or resident of the United States for U.S. federal income tax purposes) (a “Participant”) of awards that may be granted under the 2020 Plan. The summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign tax consequences. The federal income tax consequences of an eligible person’s award under the 2020 Plan are complex, are subject to change and differ from person to person. Each person should consult with his or her own tax adviser as to his or her own particular situation. This discussion is based on the Code, Treasury Regulations promulgated under the Code, Internal Revenue Service rulings, judicial decisions and administrative rulings as of the date of this proxy statement, all of which are subject to change or differing interpretations, including changes and interpretations with retroactive effect. No assurance can be given that the tax treatment described herein will remain unchanged at the time that awards under the 2020 Plan are made. 73 A Participant will not recognize income upon the grant of an option or at any time prior to the exercise of the option. At the time the participant exercises a non-qualified option, he or she will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the common stock on the date the option is exercised over the price paid for the common stock, and we will then be entitled to a corresponding deduction. A Participant who exercises an incentive stock option will not be taxed at the time he or she exercises his or her options or a portion thereof. Instead, he or she will be taxed at the time he or she sells the common stock purchased pursuant to the option. The Participant will be taxed on the excess of the amount for which he or she sells the stock over the price he or she had paid for the stock. If the Participant does not sell the stock prior to two years from the date of grant of the option and one year from the date the stock is transferred to him or her upon exercise, the gain will be capital gain and we will not get a corresponding deduction. If the Participant sells the stock at a gain prior to that time, the difference between the amount the Participant paid for the stock and the lesser of the fair market value on the date of the exercise or the amount for which the stock is sold, will be taxed as ordinary income and we will be entitled to a corresponding deduction. If the Participant sells the stock for less than the amount he or she paid for the stock prior to the one or two year periods indicated, no amount will be taxed as ordinary income and the loss will be taxed as a capital loss. A Participant generally will not recognize income upon the grant of a stock appreciation right or a restricted stock unit. At the time a Participant receives shares or cash payment under any such award, he or she generally will recognize compensation taxable as ordinary income in an amount equal to the cash or the fair market value of the common stock received, less any amount paid for the stock, and we will then be entitled to a corresponding deduction. Upon a subsequent sale of the shares received under the stock appreciation right or restricted stock unit, if any, the difference between the amount realized on the sale and the Participant’s tax basis (the amount previously included in income) is generally taxable as a capital gain or loss, which will be short-term or long-term depending on the Participant’s holding time of such shares. The taxation of restricted stock is dependent on the actions taken by the Participant. Generally, absent an election to be taxed currently under Section 83(b) of the Code, or an 83(b) election, there will be no federal income tax consequences to the Participant upon the grant of a restricted stock award. At the lapse of the restrictions or satisfaction of the conditions on the restricted stock, the Participant will recognize ordinary income equal to the fair market value of our common stock at that time. If the Participant makes an 83(b) election within 30 days of the date of grant, he or she will recognize ordinary income equal to the fair market value of our common stock at the time of grant, determined without regard to the applicable restrictions. If an 83(b) election is made, no additional income will be recognized by the Participant upon the lapse of the restrictions or satisfaction of the conditions on the restricted stock award. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the Participant, at the same time as the ordinary income is recognized by the Participant. Upon a subsequent sale of the formerly restricted stock, the difference between the amount realized on the sale and the Participant’s tax basis (the amount previously included in income) is generally taxable as a capital gain or loss, which will be short-term or long-term depending on the Participant’s holding time of such shares. The tax consequences to Participants who receive performance-based awards depend on the particular type of award issued. Our ability to take a deduction for such awards similarly depends on the terms of the awards and the limitations of Section 162(m) of the Code, if applicable. Section 162(m) of the Code currently imposes a $1 million limit on the amount that a public company may deduct for compensation paid to an employee who is chief executive officer, chief financial officer, or another “covered employee” (as defined by Section 162(m)), or was such an employee beginning in any year after 2017. The Compensation Committee retains the discretion to establish the compensation paid or intended to be paid or awarded to the executive officers as the Compensation Committee may determine is in the best interest of us and our stockholders, and without regard to any limitation provided in Section 162(m). This discretion is an important feature of the Compensation Committee’s compensation practices because it provides the Compensation Committee with sufficient flexibility to respond to specific circumstances facing us. 74 Outstanding Equity Awards at December 31, 2024 The following table presents the outstanding stock options and compensatory warrants held by each of the named executive officers as of December 31, 2024. There were no direct stock awards, restricted stock units or stock appreciation rights outstanding at December 31, 2024. All pre-2020 “option” awards shown were initially issued as Qualigen, Inc. Series C Warrants, and became warrants exercisable instead for our common stock (at an adjusted exercise price) upon the Reverse Recapitalization Transaction. The share numbers and exercise prices in the table below reflect the reverse stock split effected on November 5, 2024 (the “Reverse Stock Split”). Equity Awards Name Grant Date Number of Securities Underlying Unexercised Awards (#) Exercisable Number of Securities Underlying Unexercised Awards (#) Unexercisable Exercise Price ($) Expiration Date Kevin Richardson II, Interim Chief Executive Officer, Chief Financial Officer and Director (1) — — — — — Michael Poirier, Former Chairman and Chief Executive Officer (2) 3/3/2015 44 — 1,270.25 3/2/2025 9/22/2016 29 — 1,270.25 9/22/2026 Christopher Lotz, Former Chief Financial Officer (3) 3/3/2015 44 — 1,270.25 3/2/2025 9/22/2016 7 — 1,270.25 9/22/2026 (1) No equity awards have been granted to Mr. Richardson. (2) All of Mr. Poirier’s option grants under the 2020 Plan were forfeited on December 22, 2024. (3) All of Mr. Lotz’s option grants under the 2020 Plan were forfeited on December 22, 2024. Compensation of Directors Beginning August 1, 2024 , our independent directors were eligible to receive $60,000 in annual cash compensation. The Audit Committee chair was eligible to receive additional annual cash compensation of $8,000 and the other Board committee chairs were eligible to receive additional annual cash compensation of $8,000. Prior to August 1, 2024 , our non-employee directors were eligible to receive $ 35,000 in annual cash compensation. The Audit Committee chair was eligible to receive additional annual cash compensation of $ 15,000 and the other Board committee chairs were eligible to receive additional annual cash compensation of $ 10,000 . Each non-chair member of each Board committee was eligible to receive additional annual cash compensation of $ 7,500 (Audit Committee) and $ 5,000 (other Committees). The amounts in the table below represent fees actually paid in cash during 2024 (except where noted) and include some fees earned in 2023. Compensations paid to Mr. Richardson and Mr. Poirier are presented as part of the “Summary Compensation Table” above, rather than here. Name of Director Fees Paid in Cash ($) Option Awards ($) All other compensation ($) Total ($) Richard David (1) 10,000 — 6,940 16,940 Sidney Emery, Jr. (2) 10,000 — 8,260 18,260 Matthew Korenberg (3) 63,000 — — 63,000 Kurt Kruger (4) 10,000 — 6,940 16,940 Ira Ritter (5) 10,000 — 4,300 14,300 Campbell Becher (6) — — 88,000 88,000 Braeden Lichti (7) 25,000 — — 25,000 Robert B. Lim (8) 25,000 — — 25,000 Cody Price (9) 25,000 — — 25,000 Graydon Bensler (10) — — — — of Director Fees Paid in Cash ($) Option Awards ($) All other compensation ($) Total ($) Braeden Lichti Robert B. Lim Cody Price Graydon Bensler 75 (1) Dr. David’s tenure terminated on July 11, 2024. Other compensation consists of the fair market value on the issuance date of 746 reverse split adjusted shares of restricted common stock. The amounts shown are in full settlement of all remaining payment obligations due through his termination date. (2) Mr Emery’s tenure terminated on July 11, 2024. Other compensation consists of the fair market value on the issuance date of 888 reverse split adjusted shares of restricted common stock. The amounts shown are in full settlement of all remaining payment obligations due through his termination date. (3) Mr. Korenberg’s tenure terminated on November XX, 2024. As of December 31, 2024 he was due $63,000 in unpaid compensation, which was paid between January and May 2025. (4) Mr Kruger’s tenure terminated on July 11, 2024. Other compensation consists of the fair market value on the issuance date of 746 reverse split adjusted shares of restricted common stock. The amounts shown are in full settlement of all remaining payment obligations due through his termination date. (5) Mr. Ritter’s tenure terminated on July 11, 2024. Other compensation consists of the fair market value on the issuance date of 462 reverse split adjusted shares of restricted common stock. The amounts shown are in full settlement of all remaining payment obligations due through his termination date. (6) Mr. Becher’s tenure began on July 12, 2024. Other compensation consists of cash payments made pursuant to a consulting agreement. As of December 31, 2024 he was due $21,000 in unpaid earned compensation, which was paid between January and February 2025. (7) Mr. Lichti’s tenure began on October 8, 2024. As of December 31, 2024 he had been paid for all compensation earned. (8) Mr. Lim’s tenure began on July 12, 2024. As of December 31, 2024 he had been paid for all compensation earned. (9) Mr. Price’s tenure began on July 12, 2024. As of December 31, 2024 he had been paid for all compensation earned. (10) Mr. Bensler’s tenure began on November 13, 2024. As of December 31, 2024 he had been paid for all compensation earned. Director Agreements Graydon Bensler We entered into a Board of Directors Agreement with Graydon Bensler (the “Bensler Director Agreement”) effective as of November 13, 2024. Pursuant to the Bensler Director Agreement, Mr. Bensler receives a cash retainer of $2,500 per month, paid quarterly in advance and the Board may adjust this amount based on the our financial position or committee service. Mr. Bensler is also eligible for equity awards pursuant to our policy and Compensation Committee approval. We will reimburse Mr. Graydon for reasonable business expenses incurred in connection with his Board service subject to our prior approval. We have executed a standard indemnification agreement with Mr. Bensler which provides directors’ and officers’ liability insurance coverage. Mr. Bensler has agreed not to engage in any competitive activities or accept any conflicting positions during his Board term without our prior consent. We may terminate the Bensler Director Agreement upon resignation, removal or expiration of his Board term. In addition, we entered into a proprietary information and confidentiality agreement with Mr. Bensler, in which Mr. Bensler is prohibited from disclosing any confidential information and is limited with regard to the use and disclosure of our proprietary information. Braeden Lichti We entered into a Board of Directors Agreement with Braeden Lichti (the “Lichti Director Agreement”) effective as of October 7, 2024. Pursuant to the Lichti Director Agreement, Mr. Lichti receives a cash retainer of $5,000 per month, paid quarterly in advance and the Board may adjust this amount based on our financial position or committee service. Mr. Lichti is also eligible for equity awards pursuant to our policy and Compensation Committee approval. We will reimburse Mr. Lichti for reasonable business expenses incurred in connection with his Board service subject to our prior approval. We have executed a standard indemnification agreement with Mr. Lichti which provides directors’ and officers’ liability insurance coverage. Mr. Lichti has agreed not to engage in any competitive activities or accept any conflicting positions during his Board term without our prior consent. We may terminate the Lichti Director Agreement upon resignation, removal or expiration of his Board term. In addition, we entered into a proprietary information and confidentiality agreement with Mr. Lichti, in which Mr. Lichti is prohibited from disclosing any confidential information and is limited with regard to the use and disclosure of our proprietary information. 76 Hedging or Offsetting Against Compensatory Securities We have adopted a policy that our employees (including officers) and directors shall not purchase securities or other financial instruments, or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted as compensation to, or held directly or indirectly by, those persons. We have adopted a formal claw-back policy for the recovery of incentive-based executive compensation erroneously awarded to executive officers based on misstated financial reporting measures. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the beneficial ownership of our common stock as of May 22, 2025 by: ● our named executive officers; ● our directors; ● all of our current directors and executive officers as a group; and ● each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days after May 22, 2025, pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. The percentage of beneficial ownership of our common stock is calculated based on an aggregate of 1,635,475 shares outstanding as of May 22, 2025. Except as indicated in the footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Qualigen Therapeutics, Inc., 5857 Owens Avenue, Suite 300, Carlsbad, California 92008 USA. Beneficial Owner Number of Shares Beneficially Owned Percentage of Common Stock Beneficially Owned Five Percent Stockholders (none) — — Executive Officers, Directors and Director Nominees Kevin Richardson — * % Campbell Becher — * % Braeden Lichti — — % Robert B. Lim — * % Cody Price — * % Graydon Bensler — * % All current executive officers and directors as a group (6 persons) — — % 77 Equity Compensation Plan Information The following table presents information regarding securities authorized for issuance under equity compensation plans as of December 31, 2024: Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by stockholders 1,870 $ 1,948.41 13,244 Equity compensation plans not approved by stockholders (1) 1,862 $ 351.76 — Total 3,732 $ 1,151.80 13,244 (1) Consists of shares of common stock issuable upon the exercise of compensatory warrants granted to service providers. Changes in Control There are no arrangements, to our knowledge, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Our Audit Committee is responsible for reviewing, approving and overseeing any transaction between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners, and each of their respective immediate family members, where the amount involved exceeds the lesser of (i) $120,000 and (ii) 1% of the average of our total assets at year-end for the prior two fiscal years. Since January 1, 2023, there have been no such transactions except as described below. 2022 Convertible Debenture On December 5, 2023, the Company and Alpha executed Amendment No. 1 to the 2022 Securities Purchase Agreement (the “SPA Amendment”), pursuant to which the Company and Alpha agreed to, among other things, reduce the Conversion Price of the 2022 Debenture from $66.00 per share to $36.50 per share and reduce the exercise price of the 2022 Warrant from $82.50 per share to $36.50 per share, in each case subject to certain adjustments. In addition, the SPA Amendment revised certain provisions of the 2022 Warrant to (i) limit the circumstances which would trigger a potential adjustment to the exercise price of the 2022 Warrant and (ii) clarify the treatment of the 2022 Warrant upon a Fundamental Transaction. During the year ended December 31, 2023, the Company issued a total of (i) 16,834 shares of our common stock upon Alpha’s partial voluntary conversion of the 2022 Debenture at a conversion price of $66.00 per share, extinguishing a total of $1,111,078 principal, and (ii) 6,193 shares of common stock to Alpha in lieu of cash for monthly redemption payments totaling $220,000 due on the 2022 Debenture at a weighted average conversion price of $35.52 per share. During the year ended December 31, 2023, the Company paid monthly redemption payments of $550,000 in cash. On February 27, 2024, in connection with the issuance of an additional warrant to Alpha with an exercise price of $13.00 per share, and pursuant to certain antidilution provisions in the 2022 Debenture, the Conversion Price of the 2022 Debenture was reduced from $36.50 per share to $13.00 per share. 78 During the year ended December 31, 2024, the Company issued a total of 45,496 shares of common stock to Alpha in lieu of cash for monthly redemption payments totaling $660,000 due on the 2022 Debenture at a weighted average conversion price of $14.51 per share. No redemption payments were paid in cash during the year ended December 31, 2024. In June and July 2024, Alpha voluntarily converted the aggregate remaining principal of the 2022 Debenture of $758,922. As a result of such voluntary conversions, the Company issued a total of 58,378 shares of common stock at a weighted average conversion price of $13.00. As of December 31, 2024, there were no amounts outstanding under the 2022 Debenture. 2024 Convertible Debenture On February 27, 2024, pursuant to a Securities Purchase Agreement executed with Alpha on February 27, 2024 (the “2024 Securities Purchase Agreement”) we issued to Alpha an 8% Convertible Debenture (the “2024 Alpha Debenture”) with a principal amount of $550,000, for a gross purchase price of $500,000 less expenses. The 2024 Alpha Debenture carried a maturity date of December 31, 2024 and was convertible, at any time, and from time to time, at Alpha’s option, into shares of common stock of the Company, at a conversion price initially equal to $30.56 per share, subject to adjustment as described in the 2024 Alpha Debenture. Upon the closing of the public offering on September 6, 2024 per the terms of the antidilution provisions in the 2024 Debenture, the conversion price of the 2024 Alpha Debenture was reduced from $30.56 to $6.50 per share. The 2024 Alpha Debenture accrued interest on its outstanding principal balance at the rate of 8% per annum, payable at maturity. In connection with this issuance, we also issued to Alpha a noncompensatory equity classified 5-year common stock purchase warrant (the “2024 Alpha Warrant”) to purchase 18,001 shares of our common stock at an exercise price initially equal to $13.00 per share, which may be exercised in whole or in part, at any time before February 27, 2029. On September 6, 2024 as a result of the down-round provision triggered by shares sold in the public offering, the above warrants were repriced from $13.00 per share exercise price to $6.50 per share exercise price. As a result of a partial voluntary conversion of the 2024 Alpha Debenture on September 9, 2024, the Company no longer had sufficient shares to settle the 2024 Alpha Warrant in full until shareholder approval was obtained, and a portion (2,314 warrant shares with a fair value of $14,997) was reclassified to liabilities. Shareholder approval was subsequently obtained on October 25, 2024, and as of that date, the Company determined that shareholder approval resulted in equity classification for the warrant and, accordingly, the Company remeasured the warrant liability to fair value, and reclassified to noncompensatory equity classified warrants. Pursuant to the 2024 Securities Purchase Agreement, we also granted to Alpha an option (the “Option”), exercisable until July 1, 2024, to purchase from us an additional 8% Convertible Debentures, of like tenor, with a face amount of up to $1.1 million (and with a proportional number of accompanying common stock warrants of like tenor, up to a total of 36,001 additional warrants), for a purchase price of $1.0 million. On September 9, 2024, we issued 7,842 shares of common stock upon Alpha’s partial voluntary conversion of the 2024 Alpha Debenture at a conversion price of $6.50 per share for a total of $50,979 in principal. On November 20, 2024, in connection with the closing of the Company’s private placement transaction and issuance of Series A-2 Preferred Stock, the Company used $530,839 of the proceeds to repay the outstanding principal and accrued interest on the Alpha Debenture, in full settlement of the obligation. As of December 31, 2024, there were no amounts outstanding under the 2024 Alpha Debenture. 2024 Additional Convertible Debenture In April 2024, Alpha assigned the Option to Yi Hua Chen (“Chen”) and Chen exercised the option in full, in exchange for $1,000,000, less expenses, we issued to Chen an 8% Convertible Debenture (the “2024 Chen Debenture”) with a principal amount of $1,100,000. The 2024 Chen Debenture carried a maturity date of December 31, 2024 and was convertible, at any time, and from time to time, at Chen’s option, into shares of common stock of the Company at a conversion price initially equal to $30.56 per share, subject to adjustment as described in the 2024 Chen Debenture. Upon the closing of the public offering on September 6, 2024, per the terms of the antidilution provision, the conversion price of the 2024 Chen Debenture was reduced from $30.56 to $6.50 per share. The 2024 Chen Debenture accrues interest on its outstanding principal balance at the rate of 8% per annum, payable at maturity. In connection with this issuance, we also issued to Chen a 5-year liability classified common stock purchase warrant (the “2024 Chen Warrant”) to purchase 36,001 shares of our common stock at an exercise price initially equal to $13.00 per share, exercisable until February 27, 2029. On September 6, 2024, as a result of a down-round provision triggered by shares sold in the public offering, the warrant was repriced from an exercise price of $13.00 per share to an exercise price of $6.50 per share. The warrant was initially liability classified due to an insufficient number of authorized shares to settle the warrant prior to the receipt of shareholder approval, which was subsequently obtained on October 25, 2024. As of that date, the Company determined that shareholder approval resulted in equity classification for the warrant and accordingly, the Company remeasured the warrant liability to fair value, and reclassified to noncompensatory equity classified warrants. On November 20, 2024, in connection with the closing of the Company’s private placement transaction and issuance of Series A-2 Preferred Stock, on November 18, 2024, the Company and Chen executed an Exchange Agreement (the “Exchange Agreement”), agreeing to convert all outstanding principal and accrued interest on the 2024 Chen Debenture as of November 20, 2024, totaling approximately $1,154,000, in exchange for 1,154 shares of newly designated Series A-2 Preferred Stock, in full settlement of the Company’s obligations with respect to the Chen Debenture. As of December 31, 2024, there were no amounts outstanding under the 2024 Chen Debenture. Director and Former Officer Agreements Graydon Bensler We entered into a Board of Directors Agreement with Graydon Bensler (the “Bensler Director Agreement”) effective as of November 13, 2024. Pursuant to the Bensler Director Agreement, Mr. Bensler receives a cash retainer of $2,500 per month, paid quarterly in advance and the Board may adjust this amount based on the our financial position or committee service. Mr. Bensler is also eligible for equity awards pursuant to our policy and Compensation Committee approval. We will reimburse Mr. Graydon for reasonable business expenses incurred in connection with his Board service subject to our prior approval. We have executed a standard indemnification agreement with Mr. Bensler which provides directors’ and officers’ liability insurance coverage. Mr. Bensler has agreed not to engage in any competitive activities or accept any conflicting positions during his Board term without our prior consent. We may terminate the Bensler Director Agreement upon resignation, removal or expiration of his Board term. In addition, we entered into a proprietary information and confidentiality agreement with Mr. Bensler, in which Mr. Bensler is prohibited from disclosing any confidential information and is limited with regard to the use and disclosure of our proprietary information. Braeden Lichti We entered into a Board of Directors Agreement with Braeden Lichti (the “Lichti Director Agreement”) effective as of October 7, 2024. Pursuant to the Lichti Director Agreement, Mr. Lichti receives a cash retainer of $5,000 per month, paid quarterly in advance and the Board may adjust this amount based on our financial position or committee service. Mr. Lichti is also eligible for equity awards pursuant to our policy and Compensation Committee approval. We will reimburse Mr. Lichti for reasonable business expenses incurred in connection with his Board service subject to our prior approval. We have executed a standard indemnification agreement with Mr. Lichti which provides directors’ and officers’ liability insurance coverage. Mr. Lichti has agreed not to engage in any competitive activities or accept any conflicting positions during his Board term without our prior consent. We may terminate the Lichti Director Agreement upon resignation, removal or expiration of his Board term. In addition, we entered into a proprietary information and confidentiality agreement with Mr. Lichti, in which Mr. Lichti is prohibited from disclosing any confidential information and is limited with regard to the use and disclosure of our proprietary information. Christopher Lotz We entered into a Consulting Agreement with Christopher Lotz (the “Lotz Consulting Agreement”) effective as of October 8, 2024 for a period of six months. During this six-month period, as well as during any continued engagement thereafter, the Company or Mr. Lotz may terminate the engagement at any time by providing written notice. Pursuant to the Lotz Consulting Agreement, Mr. Lotz is prohibited from disclosing any confidential information and is limited with regard to the use and disclosure of our proprietary information. Fees earned and paid pursuant to this agreement during the year ended December 31, 2024 are disclosed in Item 11. Executive Compensation. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Our former independent auditor Baker Tilly US, LLP billed an aggregate of $748,657 for the fiscal year ended December 31, 2024, for professional services rendered for the audit of our 2023 annual financial statements and review of the financial statements included in our quarterly reports. On July 11, 2024, the Company dismissed Baker Tilly US, LLP as the Company’s independent public accountants and engaged WithumSmith+Brown, PC (“Withum”). 79 During the year ended 2024 and for the period from June 1, 2018 until July 11, 2024, we engaged Baker Tilly US, LLP as our independent registered accounting firm. On July 11, 2024, we appointed Withum to serve as our independent auditor. Our independent auditor billed an aggregate of $ 568,202 through December 31, 2024 for professional services rendered for the audit of our 2024 annual financial statements. We incurred fees from both Baker Tilly US, LLP as well as Withum for the years ended December 31, 2024 and 2023, as discussed below: Fiscal Year Ended December 31, 2024 2023 Audit Fees $ 568,202 $ — Audit-Related Fees (1) $ 81,000 $ 748,657 Tax Fees $ — $ 18,789 All Other Fees $ 9,500 $ — Total $ 658,702 $ 767,446 (1) Audit fees consisted of fees for audit work performed in the audit of financial statements, as well as fees for quarterly reviews and registration statements. (2) These fees were incurred for professional services rendered in connection with tax compliance, tax advice, and tax planning. These services included income tax compliance and related tax services. Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered in connection with the review of the quarterly financial statements. Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our Audit Committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project-based services and routine consultations. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. Our Audit Committee approved all services that our independent accountants provided to us in the past two fiscal years. 80 PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: 1. All Financial Statements. The following documents are included in Part II, Item 8 of this Annual Report and are incorporated by reference herein: Page Report of Independent Registered Public Accounting Firm - WithumSmith+Brown, PC (PCAOB ID 100) 32 Report of Independent Registered Public Accounting Firm - Baker Tilly US, LLP (PCAOB ID: 23) 33 Financial Statements: Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 34 Consolidated Statements of Operations and Comprehensive Loss for the Year Ended December 31, 2024 and Year Ended December 31, 2023 35 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2024 and Year Ended December 31, 2023 36 Consolidated Statements of Cash Flows for the Year Ended December 31, 2024 and Year Ended December 31, 2023 37 Notes to Consolidated Financial Statements 38 2. Financial Statement Schedules. All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Form 10-K. 3. Exhibits. See exhibits listed under Part (b) below. (b) Exhibits: 81 EXHIBIT INDEX Exhibit No. Description Form File No. Exhibit Filing Date 2.1 Stock Purchase Agreement dated July 20, 2023 with Chembio Diagnostics, Inc., Biosynex, S.A. and Qualigen, Inc. 8-K 001-37428 2.1 7/26/2023 3.1 Amended and Restated Certificate of Incorporation of Ritter Pharmaceuticals, Inc. 8-K 001-37428 3.1 7/1/2015 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 001-37428 3.1 9/15/2017 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 001-37428 3.1 3/22/2018 3.4 Certificate of Designation of Preferences, Rights and Limitations of Series Alpha Preferred Stock of the Company, filed with the Delaware Secretary of State on May 29, 2020 8-K 001-37428 3.1 5/29/2020 3.5 Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 [reverse stock split] 8-K 001-37428 3.2 5/29/2020 3.6 Certificate of Merger, filed with the Delaware Secretary of State on May 22, 2020 8-K 001-37428 3.3 5/29/2020 3.7 Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 8-K 001-37428 3.4 5/29/2020 3.8 Amended and Restated Bylaws of the Company, as of August 10, 2021 8-K 001-37428 3.1 8/13/2021 3.9 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on November 21, 2022 8-K 001-37428 3.1 11/22/2022 4.1 Description of Common Stock 10-K/A 001-37428 4.9 7/7/2023 10.1 Warrant, issued by the Company in favor of Alpha Capital Anstalt, dated May 22, 2020 8-K 001-37428 10.13 5/29/2020 10.2 Form of Warrant, issued by the Company in favor of GreenBlock Capital LLC and its designees, dated May 22, 2020 [post-Merger] 8-K 001-37428 10.10 5/29/2020 10.3 Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated July 10, 2020 8-K 001-37428 10.2 7/10/2020 10.4 Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated August 4, 2020 8-K 001-37428 10.3 8/4/2020 10.5 “Two-Year” Common Stock Purchase Warrant for 1,348,314 shares in favor of Alpha Capital Anstalt, dated December 18, 2020 8-K 001-37428 10.3 12/18/2020 10.6 “Deferred” Common Stock Purchase Warrant in favor of Alpha Capital Anstalt, dated December 18, 2020 8-K 001-37428 10.4 12/18/2020 10.7 Form of liability classified Warrant to Purchase Common Stock 10-K 001-37428 4.13 3/31/2021 82 10.8 Form of “service provider” compensatory equity classified Warrant 10-K 001-37428 4.14 3/31/2021 10.9 Amended and Restated Common Stock Purchase Warrant to GreenBlock Capital LLC, dated April 25, 2022 10-Q 001-37428 4.15 5/13/2022 10.10 Amended and Restated Common Stock Purchase Warrant to Christopher Nelson, dated April 25, 2022 10-Q 001-37428 4.16 5/13/2022 10.11 Common Stock Purchase Warrant for 2,500,000 shares in favor of Alpha Capital Anstalt, dated December 22, 2022 8-K 001-37428 4.1 12/22/2022 10.12+ Executive Employment Agreement, by and between Qualigen, Inc. and Michael Poirier, dated as of February 1, 2017 and as amended on January 9, 2018 8-K 001-37428 10.1 5/29/2020 10.13+ Executive Employment Agreement, by and between Qualigen, Inc. and Christopher Lotz, dated as of February 1, 2017 and as amended on January 9, 2018 8-K 001-37428 10.2 5/29/2020 10.14+ 2020 Stock Equity Incentive Plan 8-K 001-37428 10.20 5/29/2020 10.15+ Standard template of Stock Option Agreement for use under 2020 Stock Incentive Plan 8-K 001-37428 10.1 6/11/2020 10.16 Exclusive License Agreement (RAS) between the Company and University of Louisville Research Foundation, Inc., dated as of July 17, 2020 8-K 001-37428 10.4 8/4/2020 10.17 Amendment 1 to the Exclusive License Agreement (RAS), by and between Qualigen, Inc. and University of Louisville Research Foundation, Inc., dated March 16, 2021 10-K 001-37428 10.11 5/2/2023 10.18 Novation Agreement (RAS) among the Company, Qualigen, Inc. and University of Louisville Research Foundation, Inc. dated January 30, 2021 10-Q 001-37428 10.1 5/14/2021 10.19+ Hire offer letter from the Company to Tariq Arshad, dated April 22, 2021 10-Q 001-37428 10.1 8/16/2021 10.20 License Agreement with UCL Business Limited dated January 12, 2022 10-K 001-37428 10.55 3/31/2022 10.21 First Deed of Variation to License Agreement with UCL Business Limited dated March 30, 2022 10-K 001-37428 10.21 5/2/2023 10.22 Series B Preferred Share Purchase Agreement between the Company and NanoSynex Ltd. dated April 29, 2022 10-Q 001-37428 10.1 5/13/2022 10.23 Share Purchase Agreement between the Company and Alpha Capital Anstalt dated April 29, 2022 10-Q 001-37428 10.2 5/13/2022 10.24 Master Agreement for the Operational and Technological Funding of NanoSynex between Qualigen Therapeutics, Inc. and NanoSynex Ltd., dated May 26, 2022 8-K 001-37428 10.1 6/2/2022 83 10.25+ Qualigen Therapeutics, Inc. 2022 Employee Stock Purchase Plan 10-Q 001-37428 10.1 11/14/2022 10.26+ Amendment No. 2 to the 2020 Stock Incentive Plan of Qualigen Therapeutics, Inc. 8-K 001-37428 10.1 11/22/2022 10.27+ Amendment No. 1 to the 2022 Employee Stock Purchase Plan of Qualigen Therapeutics, Inc. 8-K 001-37428 10.2 11/22/2022 10.28 Securities Purchase Agreement, dated December 21, 2022, by and between Qualigen Therapeutics, Inc. and Alpha Capital Anstalt 8-K 001-37428 10.1 12/22/2022 10.29 8% Senior Convertible Debenture Due December 22, 2025 in favor of Alpha Capital Anstalt 8-K 001-37428 10.2 12/22/2022 10.30 Registration Rights Agreement, dated December 22, 2022, by and between Qualigen Therapeutics, Inc. and Alpha Capital Anstalt 8-K 001-37428 10.3 12/22/2022 10.31+ Letter to Michael Poirier, dated January 13, 2023, regarding compensatory changes 10-K 001-37428 10.31 5/2/2023 10.32+ Letter to Amy Broidrick, dated January 13, 2023, regarding compensatory changes 10-K 001-37428 10.32 5/2/2023 10.33+ Letter to Tariq Arshad, dated January 13, 2023, regarding compensatory changes 10-K 001-37428 10.33 5/2/2023 10.34 Amendment No. 1 with regard to Securities Purchase Agreement dated December 5, 2023 with Alpha Capital Anstalt 8-K 001-37428 10.1 12/7/2023 10.35 Amendment and Settlement Agreement dated July 19, 2023 with NanoSynex, Ltd. 8-K 001-37428 10.1 7/26/2023 10.36+ Separation Agreement and General Release dated June 20, 2023 with Amy Broidrick 10-Q 001-37428 10.1 8/14/2023 14.1 Code of Business Conduct and Ethics 8-K 001-37428 14.1 5/29/2020 19.1 Insider Trading Policy 21.1 Subsidiaries of the Registrant 23.1* Consent of WithumSmith+Brown, PC independent registered public accounting firm 23.2* Consent of Baker Tilly US, LLP independent registered public accounting firm 24.1 Power of Attorney (included on signature page) 84 31.1* Certificate of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certificate of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy 10-K 0 01-37428 97.1 4/8/2024 101.INS# Inline XBRL Instance Document. 101.SCH# Inline XBRL Taxonomy Extension Schema Document. 101.CAL# Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF# Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB# Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE# Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed or furnished herewith. ** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished to the SEC upon request. + Indicates management contract or compensatory plan or arrangement. # XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. ITEM 16. FORM 10-K SUMMARY None. 85 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. Qualigen Therapeutics, Inc. By: /s/ Kevin Richardson II Name: Kevin Richardson II Title: Interim Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer and Chief Accounting Officer) Date: June 30, 2025 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Richardson II, and each of them individually, his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Kevin Richardson II Interim Chief Executive Officer, Chief Financial Officer and Director June 30, 2025 Kevin Richardson II (Principal Executive Officer and Principal Financial and Accounting Officer) /s/ Campbell Becher President and Director June 30, 2025 Campbell Becher /s/ Braeden Lichti Independent Director June 30, 2025 Braeden Lichti /s/ Robert B. Lim Independent Director June 30, 2025 Robert B. Lim /s/ Cody Price Independent Director June 30, 2025 Cody Price /s/ Graydon Bensler Independent Director June 30, 2025 Graydon Bensler 86